Token Holder Buyout Disclosure
Your Rights, Options and Risks When a Buyout Offer Is Made
Version: 2.0 Last Updated: September 16, 2026 Audience: Property token holders
This disclosure replaces version 1.0 (October 2025), which described an earlier design. Where the two differ, this version and the on-chain contracts govern. For a step-by-step walkthrough, see the Token Holder Buyout Guide.
Quick Summary
What's happening? A compliance-approved buyer has made an on-chain offer to buy all tokens of a property at a single price per token.
The most important points:
- A buyout can require you to sell. If holders of 51% of the tokens the buyer does not already own sell into the offer before the deadline, every remaining holder is bought out at the same price, including holders who did nothing.
- Selling into the offer is final. You are paid immediately. If the 51% threshold is never reached, you stay paid and the buyer keeps the tokens you sold. Your tokens are not returned.
- If the threshold is not reached, the offer expires and holders who did not sell keep their tokens.
- Everyone who sells gets the same price per token, whether they sell voluntarily or are bought out at the end, minus the platform fee.
- The offer lasts 2–7 days. The deadline is in your notification and on the property page.
How a Buyout Works
- Buyer approval. The buyer must be approved by SecondaryDAO compliance (KYC/AML) before making an offer.
- Offer terms. The buyer sets a price per token and a duration of 2 to 7 days. The price cannot be lower than the property's last secondary-market trade price, or the initial sale price if the token has not traded yet.
- Funds locked up front. The buyer deposits USDC covering every token at the offer price, plus the buyout premium and buyer fee, before the offer goes live. Holders who sell are paid from these escrowed funds.
- One offer at a time. A property can have only one active buyout offer. Offers can be made only while the property is in its secondary trading phase, and only when no rent is waiting to be distributed.
- Trading pauses. While an offer is live, secondary-market trading for the property is paused. Existing sell orders priced at or below the offer are automatically sold into it at the offer price. This is best-effort; you can always sell into the offer yourself. Sell orders priced above the offer are not sold into it.
- Resolution:
- Threshold reached (51% of the tokens the buyer did not own when the offer was made): the buyout completes. All remaining tokens are transferred to the buyer, and each remaining holder receives the offer price minus the platform fee. Payouts are processed automatically in batches. On large properties, if your wallet has not been processed yet, you can claim your payout yourself.
- Threshold not reached by the deadline: the offer expires. Unused buyer funds are returned to the buyer. Tokens already sold stay with the buyer, and everyone else keeps their tokens. Trading resumes.
Your Options
1. Sell (tender) into the offer
- You choose how many tokens to sell. You can sell part of your holdings.
- You receive USDC immediately, at the offer price minus the platform fee.
- This is final. It does not depend on whether the buyout completes.
2. Do nothing
- If the threshold is reached: you are bought out automatically at the offer price minus the platform fee.
- If the threshold is not reached: you keep your tokens. The buyer may now hold a larger share of the property than before.
Fees
| Fee | Who pays | Where it goes | Effect on your payout |
|---|---|---|---|
| Platform fee | You, the seller. Deducted from your payout | SecondaryDAO | Reduces what you receive. Set per property (maximum 10%) and locked when the offer is created |
| Buyout premium (exit premium) | The buyer, on top of the offer price | SecondaryDAO | None. It is not paid to holders |
| Buyer fee | The buyer, on top of the offer price | SecondaryDAO | None |
Example: offer price $100 per token, you sell 50 tokens, platform fee 2%. Gross $5,000 − platform fee $100 = $4,900 USDC to you. With a 10% buyout premium, the buyer also pays $500 to SecondaryDAO. That amount does not change your payout.
The buyout premium ranges from 5% to 50% and is currently set by token holder vote (at least 10% of tokens voting and 67% approval). The rate is locked for each offer when the offer is created.
Your Rights
- Equal treatment. Every holder who sells in an offer, voluntarily or at completion, receives the same price per token and pays the same locked platform fee.
- Price floor. An offer cannot be priced below the last secondary-market trade (or the initial sale price if there has been no trade).
- Funded offers. The buyer's funds are escrowed on-chain before the offer is live, so sellers are paid from money that already exists.
- Transparency. The offer price, deadline, fees, tokens sold so far and the threshold are all recorded on-chain and shown on the property page.
- Choice until the threshold is reached. Until 51% is reached, selling is your decision. After it is reached, remaining holders are bought out.
Risks You Should Understand
- Compulsory sale. If other holders reach the 51% threshold, you will be bought out even if you did not want to sell.
- Price. The offer price can be as low as the last trade price, which may be below what you believe the property is worth.
- Failed offers. If an offer fails, the buyer keeps the tokens they bought, and the next offer's 51% threshold applies to the smaller remaining pool of tokens.
- Liquidity. Secondary trading is paused while an offer is live.
- Taxes. Selling tokens, voluntarily or in a completed buyout, may be a taxable event. Consult a tax professional about your situation.
- Smart contract and wallet risk. On-chain systems carry technical risks, including software defects, network congestion and loss of wallet access.
Frequently Asked Questions
Q: Can I be forced to sell? A: Yes, if holders of 51% of the tokens the buyer did not own sell into the offer before the deadline.
Q: If I sell and the buyout fails, do I get my tokens back? A: No. Selling is final. You keep the USDC, and the buyer keeps the tokens.
Q: What if I do nothing? A: If the threshold is reached, you are bought out at the offer price. If not, you keep your tokens.
Q: Do I receive the buyout premium? A: No. The buyout premium is paid by the buyer to SecondaryDAO. You receive the offer price minus the platform fee.
Q: Can the buyer change the price during the offer? A: No. Price and fees are locked when the offer is created.
Q: How long does an offer last? A: 2 to 7 days, set by the buyer. The deadline is shown in your notification.
Q: Can I sell only part of my tokens? A: Yes.
Q: Are transactions public? A: Yes. Amounts and wallet addresses are visible on-chain.
Scam Protection
- Never share your seed phrase or private keys.
- Only act on buyout offers shown in your SecondaryDAO account at app.secondarydao.com.
- Verify that emails come from @secondarydao.com, and contact support if you are unsure.
Getting Help
Questions about a buyout: support@secondarydao.com. Include the property name and your wallet address.
Disclaimer: This disclosure is for information only and is not financial, legal or tax advice. Consult qualified professionals before deciding whether to sell.
Policies and procedures are updated frequently. Please check back for the latest information.